EXCELLIGENCE LEARNING CORP - 10-Q Quarterly Report

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $.01 par value, 8,756,287 shares outstanding as of May 7, 2004.

Certain information included in this Quarterly Report on Form 10-Q and other materials filed or to be filed by the Company with the Commission (as well as information in oral statements and other written statements made or to be made by the Company) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary language noting important factors that could cause actual results to differ materially from those projected in such statements. Such forward-looking statements involve risks and uncertainties that could significantly affect anticipated results in the future and include information relating to plans for future expansion and other business development activities as well as other capital spending, financing sources and the effects of regulation, competition, integration of acquired businesses, enhancement of the Company’s technology and protection of the Company’s intellectual property. As such, actual results may vary materially from those projected, anticipated or indicated in any forward-looking statements.

When used in this Quarterly Report on Form 10-Q and in other statements made by or on behalf of the Company, the words “believes,” “anticipates,” “expects,” “plans,” “intends,” “expects,” “estimates,” “projects,” “could” and other similar words or expressions, which are predictions of or indicative of future events, conditions and trends, identify forward-looking statements. Such forward-looking statements are subject to a number of important risks, uncertainties and assumptions that could significantly affect anticipated results in the future. These risks, uncertainties and assumptions about the Company and its subsidiaries include, but are not limited to, the following:

In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.

The Company has based its forward-looking statements on current expectations and projections about future events and assumes no obligation to update publicly any forward-looking information that may be made by or on behalf of the Company in this Quarterly Report on Form 10-Q or otherwise, whether as a result of new information, future events or otherwise, except to the extent the Company is required to do so under applicable law.

Excelligence Learning Corporation, a Delaware corporation, is a developer, manufacturer and retailer of educational products, which are sold to child care programs, preschools, elementary schools and consumers. Excelligence Learning Corporation’s business is primarily conducted through its wholly-owned subsidiaries, Earlychildhood LLC, a California limited liability company (“Earlychildhood”), Educational Products, Inc., a Texas corporation (“EPI”), Marketing Logistics, Inc., a Minnesota corporation d.b.a. Early Childhood Manufacturers’ Direct (“ECMD”), and SmarterKids.com, Inc., a Delaware corporation (“SmarterKids.com”).

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (which are normal and recurring in nature) considered necessary for a fair presentation have been included. The balance sheet at December 31, 2003 was derived from the audited consolidated financial statements of Excelligence Learning Corporation (together with its wholly-owned subsidiaries, the “Company”) for the fiscal year ended December 31, 2003. For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

The Company’s seasonal sales trends coincide with the start of each school year. Accordingly, approximately 50% of the Company’s consolidated annual sales are generated in the third quarter. The working capital needs of the Company are greatest in the second quarter as inventory levels are increased to meet seasonal demands.

The Company has adopted SFAS No. 123, Accounting for Stock-Based Compensation to account for its equity-based compensation plans. As permitted by SFAS No. 123, the Company measures compensation cost in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no accounting recognition is given at the date of grant to stock options granted to employees with an exercise price equal to the fair market value of the underlying common stock. Upon exercise, net proceeds, including income tax benefits realized, are credited to equity. Compensation cost for stock options granted with exercise prices below the fair market value of the underlying common stock is recognized over the vesting period.

SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, amended SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation (in thousands, except for share and per share amounts):

The fair value of these options was estimated using the Black-Scholes model, with the following weighted average assumptions:

In December 2003, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) 104,Revenue Recognition—Corrected Copy. SAB 104 revises or rescinds portions of the interpretative guidance included in Topic 13 of the codification of staff accounting bulletins in order to make the interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The principal revisions relate to the rescission of material no longer necessary because of private sector developments in U.S. generally accepted accounting principles. The Company adopted the interpretive guidance in SAB 104 on January 1, 2004. The Company’s application of the interpretative guidance in SAB 104 in the three months ended March 31, 2004 did not have a significant impact on the Company’s condensed consolidated financial statements.

On February 19, 2003, the Company consummated its acquisition of Marketing Logistics, Inc., an online retailer of early childhood furniture and equipment now doing business as ECMD. Consideration for the acquisition included $800,000 in cash and 100,000 redeemable shares of the Company’s common stock. The seller of ECMD had a one-time option, exercisable during the thirty-day period prior to February 19, 2004, to exchange the shares received by him in the acquisition for $400,000 in cash. The seller did not exercise this option and the redeemable common shares were subsequently reclassified to permanent equity.

The allocation of the purchase price of $1.2 million plus transaction costs of $71,000 is summarized as follows (in thousands):

The basic and diluted net loss per share information for the three months ended March 31, 2004 and 2003 included in the accompanying statements of operations is based on the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2004 and 2003 (in thousands, except for share and per share amounts):

Common stock equivalents of 658,562 and 533,935 for the three months ended March 31, 2004 and 2003, respectively, have been excluded from the computation of diluted net loss per share as their effect is anti-dilutive. Common equivalent shares consist of shares issuable upon the exercise of stock options.

The Company operates in two business segments, the Early Childhood segment and the Elementary School segment. The Early Childhood segment includes the brand names Discount School Supply, SmarterKids.com, ECMD, and Earlychildhood NEWS. The Early Childhood segment develops, markets and sells educational products through multiple distribution channels to early childhood professionals and parents. The Early Childhood segment also provides information to teachers and other education professionals regarding the development of children from infancy through age eight. The Elementary School segment sells school supplies and other products specifically targeted for use by children in kindergarten through sixth grade to elementary schools, teachers and other education organizations for fundraising activities.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. The Company’s supplemental profit measure is EBITDA. EBITDA, a non-GAAP financial measure that the Company believes is a meaningful supplemental measure of its operating performance, is calculated by adding back to net income (loss): net interest, income taxes, depreciation and amortization. EBITDA is presented because the Company believes that EBITDA, when combined with other measures, can be a useful measure of its overall performance and results of operations. In addition, the Company uses the measure and believes that it is also used by lenders, analysts, investors and others as an indication for the Company’s ability to service debt and fund capital expenditure requirements. EBITDA information should not be considered an alternative to any measure of performance promulgated under generally accepted accounting principles (such as operating income (loss) or net income (loss)) nor should it be considered as an indicator of the Company’s overall financial performance. The Company’s calculations of EBITDA may be different from the calculations used by other companies and therefore comparability may be limited. Revenues by segment and reconciliation of net loss to EBITDA follows (in thousands):

The Early Childhood segment performs limited administrative activities, including certain accounting and information system functions, for the Elementary School segment. Intersegment charges are based on estimates of its actual costs for such activities. Intersegment charges have been eliminated in the consolidation and amounted to $144,922 for each of the three months ended March 31, 2004 and 2003.

The following table identifies the major classes of intangible assets at March 31, 2004 and December 31, 2003 (in thousands):

Total amortization expense on intangible assets was $43,000 and $75,000 for the three months ended March 31, 2004 and 2003, respectively.

The carrying amount of goodwill was $5.9 million at March 31, 2004 and December 31, 2003. During the first quarter of 2003, the Company recorded $1.1 million in additional goodwill through its purchase of Marketing Logistics, Inc. There was no impairment loss recorded during the three months ended March 31, 2004 and 2003.

On September 29, 2003, the Company entered into a $20.0 million secured credit facility with Bank of America, N.A. (the “Bank of America Facility”). The Bank of America Facility replaced the Company’s credit facility with GMAC Business Credit, LLC (the “GMAC Facility”).

The Bank of America Facility includes a $15.0 million revolving line of credit with a maturity date of October 1, 2005 and an interest rate of LIBOR plus 1.75% (2.84% at March 31, 2004). The Bank of America Facility also includes up to $5.0 million through a reducing revolving term loan with a maturity date of October 1, 2008 and an interest rate of LIBOR plus 2.00% (3.09% at March 31, 2004). The Bank of America Facility is secured by substantially all of the Company’s assets, including receivables, inventory, equipment and intellectual property. As of March 31, 2004 and December 31, 2003, the Company had no borrowings and available credit of $19.5 million under the Bank of America Facility. The available credit has been reduced by $500,000 due to the Company’s outstanding letters of credit.

The Bank of America Facility requires adherence to certain financial covenants and contains restrictions related to capital expenditures and acquisitions during the term of the facility. As of March 31, 2004, the Company was in compliance with the financial covenants and capital expenditure and acquisition restrictions as set forth in the Bank of America Facility.

In 2001, the Company approved a restructuring plan that included the closure of its Needham, Massachusetts facility. The closure of the Needham facility consolidated information systems and marketing functions in Monterey, California and reduced the administrative costs associated with operating an additional facility. The restructuring costs expense related to exit costs associated with the Needham facility lease and various equipment leases that were no longer going to be utilized by the Company’s operations.

In 2003, no other additional charges related to the Needham lease were determined to be necessary and the Company paid $938,000 related to Needham facility costs. During the three months ended March 31, 2004, no additional charges were incurred and the Company paid $126,000 related to Needham facility costs.

A rollforward of activity in restructuring related liabilities follows (in thousands):

The Company is a developer, manufacturer and retailer of educational products, which are sold to child care programs, preschools, elementary schools and consumers. Through a predecessor entity, the Company began operations in 1985. The Company utilizes multiple sales, marketing and distribution channels, including:

All of the foregoing is supported by a national sales force, which, as of March 31, 2004, numbered 72 people.

The Company operates in two business segments: Early Childhood and Elementary School. The Early Childhood segment includes the brand names Discount School Supply, ECMD, SmarterKids.com and Earlychildhood NEWS . The Early Childhood segment develops, manufactures and sells educational products through multiple distribution channels to early childhood professionals and parents. The Early Childhood segment also provides information to teachers and other education professionals regarding the development of children from infancy through age eight. The Elementary School segment sells school supplies and other products specifically targeted for use by children in kindergarten through sixth grade to elementary schools, teachers and other education organizations for fundraising activities.

Revenues increased 13.8% to $19.8 million for the three months ended March 31, 2004, up $2.4 million from the $17.4 million recorded for the same period in 2003. The increase was attributable to revenue growth of $2.7 million in the Early Childhood segment. The Early Childhood segment continued its trend of revenue growth through new product offerings, new customer solicitation and improved sales and marketing strategies. For the Elementary School segment, revenues decreased by $253,000 to $1.7 million for the three months ended March 31, 2004, compared to revenues of $1.9 million for the same period in 2003. The decrease in revenue in the Elementary School segment is primarily related to decreased sales in off-season science fair and general merchandise related products.

The Company’s goal in 2004 is to achieve revenue growth in the Early Childhood and Elementary School segments by increasing circulation of its Discount School Supply catalog, increasing childhood furniture sales by expanding the operations of ECMD, offering new proprietary products, soliciting new customers, implementing more aggressive sales and marketing strategies and enhancing the Company’s websites. The Company’s ability to realize this growth may be negatively affected by, among other things, changes in the national economy that reduce government or private funding of educational programs or that increase joblessness and may result in parents removing their children from childcare programs.

Gross profit was $6.9 million for the three-month period ended March 31, 2004, a $780,000 increase over the gross profit of $6.1 million for the same period in 2003. The increase was primarily attributable to increased revenue for the period. Gross profit as a percentage of sales decreased from 35.1% for the first quarter of 2003 to 34.8% for the first quarter of 2004. The decrease in gross profit percentage was due to increased freight charges and changes in the Company’s revenue mix.

The Company accounts for shipping costs as cost of goods sold for shipments made directly from vendors to customers and also for shipments from the Company’s warehouses. The amount of shipping costs related to shipments from the Company’s warehouses for the three months ended March 31, 2004 and 2003 was $1.5 million and $1.4 million, respectively, or 7.6% and 8.0% as a percentage of sales, respectively. The amount of shipping costs related to shipments made directly from vendors to customers for the three months ended March 31, 2004 and 2003 was $800,000 and $568,000, respectively, or 4.0% and 3.3% as a percentage of sales, respectively.

Selling, general and administrative expenses include wages and commissions, catalog costs, operating expenses (which include customer service and certain warehouse costs), administrative costs (which include information systems, accounting and human resources), e-business costs, equity-based wages and depreciation of property and equipment. Selling, general and administrative expenses were $8.5 million and $8.0 million for the three months ended March 31, 2004 and 2003, respectively. The overall change was the result of a $547,000 increase in the Early Childhood segment’s selling, general and administrative expenses, partially offset by a decrease in the Elementary School segment’s operating expenses of $67,000.

The increase in the Early Childhood segment’s selling, general and administrative expenses was primarily related to costs associated with new catalogs and, to a lesser extent, an increase in labor costs. The decrease in the Elementary School segment’s selling, general and administrative expenses was primarily the result of decreased labor costs related to the consolidation of warehouse and production facilities into one location, partially offset by one-time freight costs associated with the transfer of inventory to the consolidated location.

Amortization of other intangible assets was $43,000 and $75,000 for the three months ended March 31, 2004 and 2003, respectively. The decrease in amortization expense was due to certain intangible assets becoming fully amortized during 2003.

Interest expense was $5,000 and $32,000 for the three months ended March 31, 2004 and 2003, respectively. The decrease in interest expense was due to the Company carrying no outstanding balance on its credit facility during the three months ended March 31, 2004 compared to the same period in 2003, as well as to lower amortization charges related to the initial loan fees charged on the Bank of America Facility compared to those charged on the GMAC Facility.

The Company is taxed as a C corporation. The Company recorded an income tax benefit of $701,000 and $853,000 for the three-month periods ended March 31, 2004 and 2003, respectively. The effective tax rate for the three months ended March 31, 2004 and 2003 approximates the Company’s combined federal and state statutory tax rate of 42.6%.

The Company’s primary cash needs have been for operations, capital expenditures and acquisitions. The Company’s primary source of liquidity is the Bank of America Facility. As of March 31, 2004, the Company had net working capital of $20.4 million.

During the three months ended March 31, 2004, the Company’s operating activities used $54,000 of cash. The use of cash was primarily related to operating losses and working capital. The Company used $807,000 in cash for investing activities during the three months ended March 31, 2004, with which the Company purchased property and equipment. The Company obtained $98,000 in cash through financing activities from issuance of equity.

The following table summarizes the Company’s contractual obligations as of March 31, 2004 and the effect such obligations are expected to have on liquidity and cash flow in future periods (in thousands):

Included in non-cancelable operating leases is $646,000 in future cash requirements related to the abandonment of the Needham, Massachusetts facility. Such charges may be paid out over the remaining lease term, which expires October 2004. On November 12, 2002, the Company signed a 24 month lease agreement to sublease 25.5%, or 10,000 square feet, of the Needham facility.On May 30, 2003, the Company signed a 14-month lease agreement to sublease an additional 48.5%, or 19,000 square feet, of the Needham facility. The Company is currently negotiating with one of the existing sub-tenants for the remaining space and expects to have that space subleased in the second quarter of 2004.

Management believes that available cash on hand and availability under the Bank of America Facility will provide adequate funds for the Company’s foreseeable working capital needs and planned capital expenditures. The Company’s ability to fund its operations, repay debt, make planned capital expenditures and to remain in compliance with its financial covenants under the Bank of America Facility depends on its future operating performance and cash flow, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond its control.

As of March 31, 2004, the Company did not have any guarantees, including loan guarantees or indirect guarantees.

The following forward-looking statements reflect the Company’s expectations for the second quarter and full fiscal year of 2004. Actual results may differ materially from these expectations. The Company does not undertake to update these expectations, except to the extent that the Company is required to do so. See “Forward-Looking Statements.”

Management’s goal is to achieve revenue growth in 2004 through increasing circulation of its catalogs, offering new proprietary products, soliciting new customers for its Early Childhood and Elementary School segments, implementing more aggressive pricing strategies in both segments and enhancing the Company’s websites. The Company’s ability to realize this growth may be negatively affected by, among other things, changes in the national economy that reduce government or private funding of educational programs or that increase joblessness and may result in parents removing their children from childcare programs.

The Company’s supplemental profit measure is EBITDA. EBITDA is presented because the Company believes that EBITDA, when combined with other measures, can be a useful measure of its overall performance and results of operations. In addition, the Company uses the measure and believes that it is also used by lenders, analysts, investors and others as an indication of the Company’s ability to service debt and fund future capital expenditure requirements. EBITDA, a non-GAAP financial measure that the Company believes is a supplemental measure of its operating performance, is calculated by adding back to net income (loss): net interest, income taxes, depreciation and amortization. EBITDA information should not be considered as an alternative to any measure of performance as promulgated under generally accepted accounting principles (such as operating income (loss) or net income (loss)) nor should it be considered as an indicator of the Company’s overall financial performance. The Company’s calculations of EBITDA may be different from the calculations used by other companies and therefore comparability may be limited. See note 4 to the Company’s condensed consolidated financial statements for a reconciliation of net loss to EBITDA.

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, product returns, intangible assets, inventories, and merger integration. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

The Company recognizes revenue from product sales upon the delivery of products to an unrelated third party customer when (a) the customer takes title of the goods; (b) the price to the customer is fixed or determinable; (c) the customer is obligated to pay the Company and the obligation is not contingent on resale of the product; (d) the customer’s obligation to the Company would not be changed in the event of theft or physical destruction or damage of the product; and (e) the Company does not have significant obligations for future performance to directly bring about resale of the product by the customer. Provisions for estimated returns and allowances are recorded as a reduction to sales and cost of sales based on historical experience. The Company determines that collectibility of accounts receivable is reasonably assured through standardized credit review to determine each customer’s credit worthiness. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

The Company values inventories at the lower of cost or market, using the first-in, first-out method. Inventory cost is based on amounts paid to vendors plus the capitalization of certain labor and overhead costs necessary to prepare inventory to be saleable. The Company writes down its inventory for estimated obsolescence, damaged or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

The Company is taxed as a C corporation and files a consolidated tax return with its wholly-owned subsidiaries. The Company’s predecessor, Earlychildhood, was an LLC that had elected to be taxed as a partnership for federal and state income tax purposes. As an LLC taxed as a partnership, Earlychildhood’s income or loss, and deductions, were reported by its members, who were taxed on such income or loss. EPI is a C corporation and therefore is subject to federal and state income taxes. The Company’s consolidated statements of operations reflect the income tax expense based on the actual tax position of the Company and its subsidiaries in effect for the respective periods. In addition, the consolidated statements of operations reflect income tax expense (benefit), on a pro forma basis as if Earlychildhood had elected to be taxed as a C corporation for federal and state income tax purposes beginning January 1, 2001.

The Company has recorded a deferred tax asset in an amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the value of the deferred tax asset, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

The Company assesses the need to record impairment losses on long-lived assets used in operations, including goodwill and other intangibles, when indicators of impairment are present. On an on-going basis, management reviews the value and period of amortization or depreciation of its long-lived assets. Recoverability of long-lived assets to be held and used is measured by comparing the carrying value of the asset group to the undiscounted future cash flow expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 provides that goodwill should not be amortized but instead be tested for impairment annually at the reporting unit level. In accordance with SFAS No. 142, the Company conducted its annual impairment test as of December 31, 2003. The Company’s goodwill impairment test is based on a comparison of carrying values and fair value of its Company’s reporting units, its Early Childhood and Elementary School segments. As a result of the test, the Company determined that no impairment had occurred.

The Company has established liabilities relating to the abandonment of its Needham facility. This liability was primarily based on the excess of required lease payments over estimated sublease income. Due to the volatility in the commercial real estate market, the estimate of sublease income is extremely subjective. If there is a further decline in the commercial real estate market, if it takes longer than expected to sublet the remaining space at the facility or if such space when sublet is subleased at rates lower than the Company’s current estimates, the amounts the Company will ultimately realize could be different from the amounts assumed in arriving at the Company’s estimate of the cost of the lease abandonment.

There are no off-balance sheet transactions, arrangements or obligations (including contingent obligations) that have, or are reasonably likely to have a material effect on the Company’s financial condition, changes in the financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

The Company’s seasonal sales trends coincide with the start of each school year. Accordingly, approximately 50% of the Early Childhood and Elementary School segments’ consolidated annual sales are generated in the third quarter. The Company’s working capital needs are greatest during the second quarter as inventory levels are increased to meet seasonal demands.

Inflation has and is expected to have only a minor effect on the Company’s results of operations and sources of liquidity.

The following discussion of market risk includes “forward-looking statements” that involve risks and uncertainties that could significantly affect anticipated results in the future. Actual results could differ materially from those projected in the forward-looking statements. See “Forward-Looking Statements.” The Company does not use derivative financial instruments for speculative or trading purposes.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and a revolving line of credit. Market risks relating to operations result primarily from a change in interest rates. The Company’s borrowings are primarily dependent upon LIBOR rates. As of March 31, 2004, the Company had no borrowings under the Bank of America Facility and available borrowing capacity of $19.5 million. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” The estimated fair value of borrowings under the Bank of America Facility is expected to approximate its carrying value.

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents, accounts receivable and its revolving line of credit. The Company has no customer comprising greater than 10% of its revenues. However, receivables arising from the normal course of business are not collateralized and management continually monitors the payment of its accounts receivable and the financial condition of its customers to reduce the risk of loss. The Company does not believe that its cash and cash equivalents are subject to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company purchases some of its products from foreign vendors. Accordingly, the Company’s prices of imported products are subject to variability based on foreign exchange rates. However, the Company’s purchase orders are denominated in U.S. dollars and the Company does not enter into long-term purchase commitments.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company and its subsidiaries are, from time to time, party to legal proceedings arising in the normal course of business. In management’s opinion, there are no pending claims or litigation, the outcome of which would have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

* 10.1 First Amendment to LearningStar Corp. Amended and Restated 2001 Stock Option and Incentive Plan, dated as of March 31, 2004.

* 10.2 Amendment No. 2 to that Lease Agreement dated November 2, 1999, between Ryan Oaks, LLC (as successor-in-interest to Spieker Properties, L.P.) and Excelligence Learning Corporation (formerly known as LearningStar Corp.) for that Premises Located at 2 Lower Ragsdale Drive, Suite 125, Monterey, California.

* 10.3 Amendment No. 4 to that Lease Agreement dated March 23, 1999, between Ryan Oaks, LLC (as successor-in-interest to Spieker Properties, L.P.) and Excelligence Learning Corporation (formerly known as LearningStar Corp.) for that Premises Located at 2 Lower Ragsdale Drive, Suite 200, Monterey, California.

* 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14 promulgated under the Exchange Act, as created by Section 302 of the Sarbanes-Oxley Act of 2002.

* 31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14 promulgated under the Exchange Act, as created by Section 302 of the Sarbanes-Oxley Act of 2002.

* 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

* 32.2 Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

On February 23, 2004, the Company reported the announcement of its earnings for the fourth quarter and fiscal year ended December 31, 2003 on Form 8-K under Item 12, attaching the related press release issued by the Company.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


EXCELLIGENCE LEARNING CORPORATION

By:		/s/ Richard Delaney

		Richard Delaney Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)



	Forward-Looking Statements	1

PART I:	FINANCIAL INFORMATION	2

Item 1.	Financial Statements	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4.	Controls and Procedures	15

PART II:	OTHER INFORMATION	16

Item 1.	Legal Proceedings	16

Item 2.	Changes in Securities and Use of Proceeds	16

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Submission of Matters to a Vote of Security Holders	16

Item 5.	Other Information	16

Item 6.	Exhibits and Reports on Form 8-K	16

SIGNATURE		17


	March 31, 2004			December 31, 2003*
ASSETS
Current assets :
Cash and cash equivalents	$	2,857		$	3,620
Accounts receivable, net		5,259			5,480
Inventories		20,427			15,133
Prepaid expenses and other current assets		3,189			2,937
Deferred income taxes		1,315			1,214

Total current assets		33,047			28,384
Property and equipment, net		4,493			4,070
Deferred income taxes		6,860			6,367
Other assets		302			307
Goodwill		5,878			5,878
Other intangible assets, net		875			918

Total assets	$	51,455		$	45,924

LIABILITIES, REDEEMABLE SECURITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,171		$	3,018
Accrued expenses		3,094			2,955
Income tax payable		31			234
Other current liabilities		335			186

Total current liabilities		12,631			6,393

Redeemable common shares, 100,000 shares authorized, issued and outstanding at December 31, 2003		—			400

Stockholders’ equity:
Common stock, $0.01 par value; 15,000,000 shares authorized; 8,731,287 and 8,549,423 shares issued and outstanding at March 31, 2004 and December 31, 2003, respectively		87			85
Additional paid-in capital		62,849			62,353
Deferred stock compensation		(782	)		(920	)
Accumulated deficit		(23,330	)		(22,387	)

Total stockholders’ equity		38,824			39,131

Total liabilities, redeemable securities and stockholders’ equity	$	51,455		$	45,924


	Three Months Ended March 31,
	2004			2003
Revenues	$	19,836		$	17,418
Cost of goods sold		12,928			11,290

Gross profit		6,908			6,128

Operating expenses:
Selling, general and administrative		8,506			8,027
Amortization of other intangible assets		43			75

Operating loss		(1,641	)		(1,974	)

Other (income) expense:
Interest expense		5			32
Interest income		(2	)		(5	)

Loss before income taxes		(1,644	)		(2,001	)
Income tax benefit		701			853

Net loss	$	(943	)	$	(1,148	)


Net Loss Per Share Calculation:
Net loss per share – basic and diluted	$	(0.11	)	$	(0.14	)

Weighted average shares used in net loss per share calculation – basic and diluted		8,688,474			8,471,463


	Three Months Ended March 31,
	2004			2003
Cash flows from operating activities:
Net loss	$	(943	)	$	(1,148	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		427			421
Provision for losses on accounts receivable		(115	)		25
Equity-based compensation		138			143
Deferred income taxes		(594	)		(853	)
Changes in operating assets and liabilities, net of assets and liabilities assumed in acquisition:
Accounts receivable		336			(382	)
Inventories		(5,294	)		(7,304	)
Prepaid expenses and other current assets		(252	)		258
Other assets		5			18
Accounts payable		6,153			6,526
Accrued expenses		139			(22	)
Income tax related liabilities		(203	)		(3	)
Other current liabilities		149			(37	)

Net cash used in operating activities		(54	)		(2,358	)

Cash flows from investing activities:
Purchase of property and equipment		(807	)		(323	)
Acquisition of Marketing Logistics, Inc.		—			(827	)

Net cash used in investing activities		(807	)		(1,150	)

Cash flows from financing activities:
Borrowings on line of credit		—			12,852
Principal payments on line of credit		—			(8,457	)
Exercise of employee stock options		98			13

Net cash provided by financing activities		98			4,408

Net (decrease) increase in cash and cash equivalents		(763	)		900
Cash and cash equivalents at beginning of period		3,620			2,713

Cash and cash equivalents at end of period	$	2,857		$	3,613

Supplemental disclosures of cash flow information:
Issuance of redeemable common shares in acquisition	$	—		$	400
Cash payments during the period:
Cash paid for interest	$	—		$	2
Cash paid for taxes	$	96		$	3


	Three Months Ended March 31,
	2004			2003
Net loss, as reported	$	(943	)	$	(1,148	)
Add: stock-based employee compensation expense included in reported net income, net of related tax effects		138			143
Deduct: stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		436			222

Pro forma net loss	$	(1,241	)	$	(1,227	)

Net loss per share calculation:
Net loss per share – basic and diluted, as reported	$	(0.11	)	$	(0.14	)

Net loss per share – basic and diluted, pro forma	$	(0.14	)	$	(0.15	)

Weighted average shares used in net loss per share calculation – basic and diluted		8,688,474			8,471,463


	Stock Options
Three Months Ended March 31,	2004		2003
Expected life (in years)	9.6		8.5
Risk-free interest rate	4.58	%	3.86	%
Volatility	99.0	%	82.0	%
Dividend yield	0.0	%	0.0	%


	Early Childhood						Elementary School						Consolidated
	Three Months Ended March 31,
	2004			2003			2004			2003			2004			2003
Net revenues	$	18,172		$	15,501		$	1,664		$	1,917		$	19,836		$	17,418

EBITDA:
Net loss	$	(17	)	$	(351	)	$	(926	)	$	(797	)	$	(943	)	$	(1,148	)
Net interest charges		3			26			—			1			3			27
Income taxes		(12	)		(240	)		(689	)		(613	)		(701	)		(853	)
Depreciation and amortization		266			294			161			127			427			421

EBITDA (loss)	$	240		$	(271	)	$	(1,454	)	$	(1,282	)	$	(1,214	)	$	(1,553	)


	March 31, 2004			December 31, 2003
Assets
Early Childhood	$	41,590		$	38,098
Elementary School		21,175			19,136
Eliminations		(11,310	)		(11,310	)

Total	$	51,455		$	45,924


	March 31, 2004					December 31, 2003
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Trademarks, trade names and formulas	$	953	$	(795	)	$	953	$	(787	)
Customer Lists		1,410		(693	)		1,410		(658	)

	$	2,363	$	(1,488	)	$	2,363	$	(1,445	)


	Needham Facility
Balance at December 31, 2002	$	1,570
Additional 2003 charges		—
Amounts paid		(938	)

Balance at December 31, 2003		632
Additional 2004 charges		—
Amounts paid		(126	)

Balance at March 31, 2004	$	506


	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating Lease Obligations	$	11,864	$	3,806	$	6,225	$	1,251	$	402